VME Companies, Inc.（VME）IPO 进程与发行信息

Official SEC EDGAR filing metadata: {"accession": "0001575872-26-000691", "file_date": "2026-10-13", "form": "S-1/A", "issuer_cik": "0002113640"} PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 17, 2026 VME Companies, Inc. 4,000,000 Shares of Common Stock This is the initial public offering of shares of common stock, par value $0.001 per share (the “common stock”), of VME Companies, Inc., a Texas corporation. We are offering 4,000,000 shares of common stock. We currently estimate that the initial public offering price will be between $4.00 and $5.00 per share. Prior to this offering, no public market existed for our common stock. We intend to apply to list our common stock for trading on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “VME.” At this time, Nasdaq has not yet approved our application to list our common stock. There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering will not be completed. We are a holding company with no material operations of our own, and we conduct all of our operations through our operating subsidiaries, VME Process, Inc. and VME Process Solutions, LLC. As a result, our results of operations, financial condition, and ability to pay dividends, if any, will depend on the operating and financial performance of, and cash distributions from, our operating subsidiaries. Following this offering, we will be a “controlled company” within the meaning of the applicable rules of Nasdaq. As a “controlled company” we intend to rely on the following exemptions from Nasdaq’s corporate governance rules: · an exemption from the rule that a majority of our board of directors must be independent directors; · an exemption from the rule that our compensation committee be composed entirely of independent directors; · an exemption from the rule that our director nominees must be selected or recommended solely by independent directors or a nominating committee composed solely of independent directors. See “ Risk Factors – We will be a “controlled company” within the meaning of the listing rules of Nasdaq, and, as a result, we intend to rely on exemptions from certain corporate governance requirements .” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “ Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company .” Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 12 of this prospectus and in the documents incorporated by reference into this prospectus to read about factors you should consider before buying our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commission ([ · ]%) (1) $ $ Proceeds to us, before expenses $ $ (1) See “Underwriting” for a description of compensation and other items of value payable to the underwriters. We have granted the underwriters a [45-day] option to purchase up to 600,000 additional shares of common stock from us at the initial public offering price per share, less underwriting discounts and commissions to cover over-allotments, if any. The underwriters expect to deliver the shares of our common stock to purchasers on or about [ · ], 2026. Kingswood Capital Partners, LLC The date of this prospectus is [ · ], 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY 1 RISK FACTORS 13 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 37 USE OF PROCEEDS 39 DIVIDEND POLICY 40 CAPITALIZATION 41 DILUTION 42 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 44 BUSINESS 73 MANAGEMENT 83 EXECUTIVE COMPENSATION 88 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 93 PRINCIPAL STOCKHOLDERS 94 DESCRIPTION OF CAPITAL STOCK 95 SHARES ELIGIBLE FOR FUTURE SALE 100 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK 101 UNDERWRITING 104 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 109 LEGAL 110 EXPERTS 110 WHERE YOU CAN FIND MORE INFORMATION 110 i PROSPECTUS SUMMARY This summary highlights information contained in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth under the sections “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto, in each case included in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Unless the context requires otherwise, the words “we,” “us,” “our,” “VME Companies,” “our company,” the “Company” and “our business” refer to VME Companies, Inc., a Texas corporation. Our Business and Structure We are a holding company headquartered in Tyler, Texas that owns and operates businesses providing proprietary process technologies, modular fabrication systems, and integrated engineering, procurement, and construction (“EPC”) solutions for complex offshore and onshore energy infrastructure projects. We design, fabricate, and deliver engineered modules, systems, and equipment to customers on a project basis and do not retain ownership of completed assets following delivery. We conduct substantially all of our operations through two wholly-owned operating subsidiaries: · VME Process, Inc., a Texas corporation founded in 1985, which conducts our EPC solutions and modular systems (“EPC & Modular Solutions”) business; and · VME Process Solutions, LLC, a Texas limited liability company, which conducts our separation technologies and packaged equipment (“Separation Technologies”) business. We are a topside and modular fabrication Specialist for the global energy industry. We specialize in the design and construction of high-complexity topside equipment, process modules, and integrated skids for offshore assets like floating production, storage and offloading vessels (“FPSOs”), mobile offshore production units (“MOPUs”), and fixed platforms. Our major offshore operations and service hubs are strategically located in Southeast Asia to support the region’s growing FPSO and MOPU fleets. This is a barge with VME modules being sent to the integration shipyard to be installed on the FPSO. 1 VME Companies, Inc. is a newly formed holding company, incorporated in Texas on February 10, 2026, to serve as the parent entity of our operating businesses. Prior to the reorganization, VME Process, Inc., VME Process Solutions, LLC, and VME Services, LLC were separate entities under common shareholder ownership but were not in a parent-subsidiary relationship with one another. On April 15, 2026, Vinson-Shea Holdings, Ltd. and Kole & Marlee Holdings, Ltd. (the “Contributors”) completed a series of reorganization transactions to establish VME Companies, Inc. as the holding company for the business. In these transactions, the Contributors contributed 100% of the outstanding membership interests in VME Process Solutions, LLC and VME Services, LLC to VME Companies as a capital contribution, for no additional consideration. Concurrently, the Contributors contributed all 1,373 shares of common stock of VME Process, Inc. to VME Companies in exchange for 1,373 shares of common stock of VME Compan